Trainline plc Finalizes Latest Share Buyback Phase in £150 Million Repurchase Plan

Share Purchases Executed Over Five Trading Days at Variable Prices

From 20 to 24 July 2026, Trainline executed share repurchases across multiple trading venues, with volume and price fluctuations reflecting market dynamics. On 20 July, 222,025 shares were bought at prices between 223.20p and 227.40p, averaging 225.20p. The following day saw 225,482 shares purchased at 218.60p to 225.00p, averaging 221.75p.

Price pressure continued downward on subsequent days: 226,394 shares were acquired on 22 July at 216.60p–224.00p (average 220.85p); the largest daily purchase occurred on 23 July with 232,289 shares at 212.80p–217.60p (average 215.25p); and on 24 July, 228,688 shares were bought at 216.20p–221.80p (average 218.64p). Morgan Stanley & Co. International Plc acted as principal for these transactions, conducted under shareholder authority granted at the 2026 Annual General Meeting and compliant with Market Abuse Regulation provisions.

Approaching Completion of £150 Million Buyback Programme

This latest tranche marks significant advancement in Trainline’s capital management efforts. Since the programme’s announcement on 11 September 2025, the company has repurchased 63,384,099 shares costing £139,155,068, deploying approximately 92.8% of the £150 million allocation. Approximately £10.8 million remains available under the authorised buyback.

The spread of purchases over five trading days illustrates Trainline’s disciplined capital deployment, with share prices varying by up to 14.6p during the week. The volume weighted average price for the 1,154,878 shares bought in this period was approximately 220.34p. Utilizing Morgan Stanley as an intermediary on a riskless principal basis enables flexible market participation while ensuring regulatory compliance. Detailed trade disclosures have been published in line with Article 5(1)(b) of the Market Abuse Regulation, ensuring transparency for all market participants and those with notification obligations.

Cancellation of Shares Lowers Issued Capital and EPS Denominator

All repurchased shares are immediately cancelled rather than held in treasury, permanently reducing Trainline’s issued share capital. This removal of shares from circulation decreases the denominator used in earnings per share calculations, potentially enhancing EPS over time if profits remain stable or increase. This strategy underscores the company’s commitment to shareholder value through capital structure optimization rather than retaining treasury flexibility.

Following this tranche, Trainline’s issued ordinary share capital totals 352,018,200 shares of 1 pence each, with no treasury shares held. This figure is critical for regulatory calculations under the Disclosure and Transparency Rules, guiding shareholder notification thresholds. The cancellation also optimizes the balance sheet by eliminating shares that no longer carry dividend or other payment obligations.

Trainline’s Position as Europe’s Leading Independent Rail and Coach Travel Platform

Trainline offers a comprehensive digital marketplace enabling millions of travellers to search, book, and manage journeys across numerous rail and coach carriers throughout Europe. Its highly rated website and mobile app aggregate routes, fares, and schedules, providing a seamless multimodal travel experience. This platform-based model generates revenue through commissions and partnerships, allowing scalable international growth without owning transport assets.

By serving a broad customer base via digital channels, Trainline benefits from network effects, superior user experience, and data insights. The ongoing buyback programme reflects management’s confidence in the company’s market position and cash flow generation, prioritizing capital returns to shareholders over acquisitions or expansion. This approach indicates belief in the stock’s value at current prices and the company’s ability to sustain operational momentum while reducing share count.

Regulatory Compliance and Market Abuse Regulation Transparency

Trainline’s buyback programme adheres to stringent regulatory standards, with all purchases conducted in compliance with the UK Market Abuse Regulation. The company has fully disclosed trading activity, including a detailed schedule of individual trades executed by Morgan Stanley as riskless principal. This transparency, published via the London Stock Exchange’s regulatory information service, enables market participants to verify trade timing, pricing, and volume, reinforcing programme integrity and preventing market manipulation concerns.

Using Morgan Stanley as an intermediary ensures professional execution and compliance with best execution principles. Purchases occurred across the main London Stock Exchange and Multilateral Trading Facilities, demonstrating diversified market participation. The comprehensive trade breakdown provides an audit trail for regulators, auditors, and shareholders, supporting governance and regulatory adherence.

Capital Return Strategy and Shareholder Value Enhancement

The £150 million buyback initiative, announced in September 2025, aligns with Trainline’s capital allocation strategy and management’s assessment of optimal use of free cash flow. Rather than retaining excess capital solely for growth, debt reduction, or acquisitions, the board has prioritized returning capital to shareholders through share repurchases at prevailing market prices. This reflects confidence in the company’s market position and sustainable cash flow.

Each cancelled share increases remaining shareholders’ proportional ownership, subtly enhancing value over time. The phased execution across multiple months and tranches demonstrates a measured approach to managing market impact and securing efficient pricing. With approximately £10.8 million remaining under the authorisation, Trainline retains flexibility to complete the programme at its discretion without fixed deadlines. Shareholder approval at the 2026 Annual General Meeting confirms investor support for this capital return approach.

Share Price Range and Trading Activity During Buyback Week

During 20–24 July 2026, Trainline’s ordinary shares traded between 212.80p and 227.40p, a 14.6p (6.8%) weekly range. Buybacks occurred throughout this price spectrum. The largest volume (232,289 shares) was purchased on 23 July at the week’s lowest prices, suggesting increased activity amid price softness. Conversely, the smallest daily volume (222,025 shares) was on 20 July when prices peaked at 227.40p, reflecting disciplined repurchase pacing relative to valuation.

Public data indicates the buybacks were executed smoothly without causing market disruption. Morgan Stanley’s role facilitated orderly transactions across multiple venues, matching demand with supply efficiently. The volume weighted average price of 220.34p compares favorably to intra-day prices, indicating effective execution quality. The buyback may provide modest support to share valuations by mechanically reducing share count, contingent on stable or growing earnings.

Remaining Buyback Capacity and Future Outlook

With roughly £10.8 million left of the original £150 million authorisation (about 7.2%), Trainline maintains capacity to continue repurchases if market conditions and cash flow permit. Alternatively, management may retain this balance for operational flexibility or unforeseen corporate developments. The absence of a fixed completion deadline means the programme may extend over multiple quarters or be suspended as deemed appropriate.

Investors will monitor upcoming trading updates and financial reports to evaluate cash flow generation and potential completion of the remaining buyback. The ongoing cancellation of repurchased shares will continue to support earnings per share metrics, assuming earnings stability or growth. The programme underscores management’s confidence in Trainline’s medium-term prospects and market valuation.

Investor Relations and Regulatory Notifications

Trainline has provided clear contact details for investor and media inquiries: Becky Edelman for investor relations at [email protected], and Nichola Johnson-Marshall for media at [email protected]. Brunswick Group serves as the company’s media relations partner, with Simone Selzer reachable via [email protected].

This announcement, published via the Regulatory News Service (RNS), officially notifies the London Stock Exchange and market participants of the completed share purchases and updated share capital. The new issued share capital figure of 352,018,200 shares is the reference for shareholder notification obligations under the Disclosure and Transparency Rules. The detailed trade schedule ensures full transparency and compliance with Market Abuse Regulation requirements, providing regulators and auditors with granular verification data. Shareholders and potential investors are encouraged to review the full announcement and trade details to understand the buyback execution fully.